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Exhibit 10(g)
as of May 12, 1997
CIC Systems, Inc.
165 University Avenue
Westwood, MA 02090
Re: Third Amendment to Financing Agreements ("Third Amendment")
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Gentlemen:
Reference is made to the Amended and Restated Loan and Security Agreement
dated July 1, 1995, between you and the undersigned as amended (the "Loan
Agreement"). All capitalized terms not otherwise defined herein shall have the
meanings given such terms in the Loan Agreement.
Borrower has requested that Lender agree to modify the financial covenants
in the Loan Agreement and the Lender has agreed to do so, subject to the terms
and conditions of this Amendment. Subject to the terms and conditions hereof,
the Lender agrees with the Borrower as follows:
(1) Section 1.37 of the Loan Agreement is amended by deleting the Section
in its entirety and by substituting the following in lieu thereof:
"1.37 Working Capital" shall mean as to any Person, at any time, in
accordance with GAAP, on a consolidated basis for such Person and its
subsidiaries (if any), the amount equal to the difference between: (a)
the aggregate net book value of all current assets of such Person and
its subsidiaries (as determined in accordance with GAAP), calculating
the book value of inventory for this purpose on a first-in-first-out
basis, and (b) all current liabilities of such Person and its
subsidiaries (as determined in accordance with GAAP) including,
without limitation, as to Borrower, all Revolving Loans outstanding
under this Agreement but excluding the Term Loan outstanding under
this Agreement.
(2) Section 2.2(d) of the Loan Agreement is amended by deleting the
numeral "10,000,000" in the third line thereof and by substituting the numeral
"15,000,000" in lieu thereof.
(3) Section 9.13 of the Loan Agreement is amended by deleting the Section
in its entirety and by substituting the following in lieu thereof:
"9.13 WORKING CAPITAL. The Borrower shall, at all times from and after
January 1, 1997, maintain Working Capital of not less than
$16,000,000.
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CIC Systems, Inc.
as of May 12, 1997
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(4) Section 9.14 of the Loan Agreement is amended by deleting the Section
in its entirety and by substituting the following in lieu thereof:
"9.14 ADJUSTED NET WORTH. Borrower shall, at all times from and after
January 1, 1997, maintain Adjusted Net Worth of not less than
$4,000,000."
(5) Section 5.10 of the Security Agreement dated July 1, 1995 between the
Parent and the Lender is amended by adding a Subsection (d) to the end thereof.
"and (d) guarantees of indebtedness and obligations of the Borrower
that the Borrower is permitted to incur under the Loan Agreement"
(6) Borrower hereby agrees to pay Lender an amendment fee of $50,000 which
shall be fully earned and due and payable on the date hereof.
(7) In connection with the execution and delivery of this Third Amendment
the Borrower and Guarantor shall furnish to the Lender upon Lender's request
certified copies of all requisite corporate action and proceedings of the
Borrower and Guarantor in connection with this Third Amendment and a legal
opinion of Borrower's and Guarantor's counsel as to the due authorization of
this Third Amendment and the enforceability hereof.
(8) Borrower confirms and agrees that (a) all representations and
warranties contained in the Loan Agreement and in the other Financing Agreements
are on the date hereof true and correct in all material respects (except for
changes that have occurred as permitted by the covenants in Section 9 of the
Loan Agreement or as permitted under this Third Amendment), and (b) it is
unconditionally liable for the punctual and full payment of all Obligations,
including, without limitation, all charges, fees, expenses and costs (including
attorneys' fees and expenses) under the Financing Agreements, and that Borrower
has no defenses, counterclaims or setoffs with respect to full, complete and
timely payment of all Obligations.
(9) Guarantor, for value received, hereby assents to the Borrower's
execution and delivery of this Third Amendment, and to the performance by the
Borrower of its agreements and obligations hereunder. This Third Amendment and
the performance or consummation of any transaction or matter contemplated under
this Amendment, shall not limit, restrict, extinguish or otherwise impair the
Guarantor's liability to Lender with respect to the payment and other
performance obligations of the Guarantor pursuant to the Guarantee, dated July
1, 1995 executed for the benefit of Lender. Guarantor acknowledges that it is
unconditionally liable to Lender for the full and complete payment of all
Obligations including, without limitation, all charges, fees, expenses and costs
(including attorney's fees and expenses) under the Financing Agreements and that
Guarantor has no defenses, counterclaims or setoffs with respect to full,
complete and timely payment of any and all Obligations.
(10) Borrower hereby agrees to pay to Lender all reasonable attorney's fees
and costs which have been incurred or may in the future be incurred by Lender in
connection with the
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CIC Systems, Inc.
as of May 12, 1997
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negotiation and preparation of this Third Amendment and any other documents and
agreements prepared in connection with this Third Amendment. The Borrower
confirms that the Financing Agreements remain in full force and effect without
amendment or modification of any kind, except for the amendments explicitly set
forth herein. The Borrower further confirms that after giving effect to this
Third Amendment, no Event of Default or events which with notice or the passage
of time or both would constitute an Event of Default have occurred and are
continuing. The execution and delivery of this Third Amendment by Lender shall
not be construed as a waiver by Lender of any Event of Default under the
Financing Agreements. This Third Amendment shall be deemed to be a Financing
Agreement and, together with the other Financing Agreements, constitute the
entire agreement between the parties with respect to the subject matter hereof
and supersedes all prior dealings, correspondence, conversations or
communications between the parties with respect to the subject matter hereof.
If you accept and agree to the foregoing please sign and return the
enclosed copy of this letter. Thank you.
Very truly yours,
CONGRESS FINANCIAL CORPORATION
(NEW ENGLAND)
By: /s/ John L. Palermo
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Name: John L. Palermo
Title: Assistant Vice President
AGREED:
CIC SYSTEMS, INC.
By: /s/ Edward A. Meltzer
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Edward A. Meltzer
Chief Financial Officer
COMPUTER INTEGRATION CORP.
By: /s/ Edward A. Meltzer
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Edward A. Meltzer
Chief Financial Officer